Major Brookdale investor ratchets up fight for change, seats on board

Sandell Asset Management vowed Monday to take its shakeup demands directly to Brookdale Senior Living shareholders, announcing its nomination of three replacements for Brookdale board members whose posts are up for re-election at the company's annual meeting.

Sandell has targeted incumbents who, it claims, have “limited” real estate or capital markets experience. Among the current board members in Sandell's crosshairs is Mark J. Schulte, former Brookdale CEO, who has served on the board for nearly 18 years.

Sandell impressed in a statement released Monday that “senior living real estate valuations are at an all-time high, and given the robust multiples we are seeing via [mergers and acquisitions] in the real estate sector, any argument seeking to claim that now is not the right time for a transaction, or that it ‘may not be in the best interest of shareholders,' rings hollow to us.”

The latest news comes a month after Sandell demanded that Brookdale spin off its real estate holdings and revamp its governance board in light of less than-expected stock performance and so-called “recent bought last year for $2.8 billion.

Brookdale management fired back in a public statement to investors on Monday, defending its current board while stating it was “surprised” at Sandell's latest move, which came after meeting with the investor “extensively” over the past few weeks.

“Contrary to Sandell's assertions, Brookdale's board and management team regularly examine a wide range of strategic opportunities to enhance shareholder value and have a proven record of taking decisive actions to achieve this important objective,” the company said in its a statement Monday.

Brookdale added that it hopes to add independent directors with "real estate, financial and transaction experience" and continue to "evolve the overall skills and experience represented on the board."

Brookdale is the nation's largest senior housing and care provider, and is seeking to build the first unique nationwide brand.

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